8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 29, 2018

Green Brick Partners, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33530	20-5952523
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2805 Dallas Parkway, Suite 400 Plano, Texas	75093
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:  (469) 573-6755

(Former name or former address, if changed since last report)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period or complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 (e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 29, 2018, the Compensation Committee of the Board of Directors (the “Committee”) of Green Brick Partners, Inc., a Delaware corporation (the “Company”), granted each of James R. Brickman, the Company’s Chief Executive Officer, and Jed Dolson, the Company’s President of Texas Region, an Other Stock-Based Award and a Performance Compensation Award, in each case, under the Company’s 2014 Omnibus Equity Incentive Plan (as amended, the “Plan”) and, in connection therewith, entered into an Other Stock-Based Award Award Agreement and Performance Compensation Award Award Agreement  (each an “Agreement” and collectively, the “Agreements”), which Agreements establish the terms and conditions of those awards, including the performance period and the applicable performance measures to be used in determining whether and to what extent, if any, the award is earned and amounts payable thereunder, if any.  Any amounts earned and payable under the Other Stock-Based Award Award Agreement will be paid in shares of the Company’s common stock while any amounts earned and payable under the Performance Compensation Award Award Agreement will be paid in cash, in each case, subject to the executive’s continued employment through the payment or issuance date, as applicable. The number of shares of the Company’s common stock payable under the Other Stock-Based Award Award Agreement is determined by taking the actual amount of the award earned under the Agreement and dividing such amount by the Fair Market Value (as defined in the Plan) of a share of the Company’s common stock on the date that is two business days after the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

The performance period under each award for Mr. Brickman is the 2018 calendar year and the performance measure under each Agreement for Mr. Brickman is the attainment of specified levels of pre-tax income by the Company (“Company Pre-Tax Income”). Neither of Mr. Brickman’s awards will be paid if a threshold level of Company Pre-Tax Income for the performance period is not attained. If Company Pre-Tax Income for the performance period is at least a specified level of Company Pre-Tax Income (the “threshold level”) but less than another specified level of Company Pre-Tax Income (the “target level”), Mr. Brickman will receive an amount equal to $350,000 under each Agreement, subject to the Committee’s exercise of negative discretion as permitted under the terms of the Plan and each Agreement. If Company Pre-Tax Income for the performance period is at least the target level, Mr. Brickman will receive an amount equal to $700,000 under each Agreement, subject to the Committee’s exercise of negative discretion as permitted under the terms of the Plan and each Agreement. These goals were set at challenging levels that are reasonably attainable if the Company meets its performance objectives.

The performance period under each award for Mr. Dolson is the 2018 calendar year and the performance measures under each Agreement for Mr. Dolson are (i) the attainment of specified levels of Company Pre-Tax Income, (ii) the attainment of specified levels of pre-tax income by the Company’s Texas controlled builders (“Texas Controlled Builders Pre-Tax Income”) and (iii) the attainment of specified levels of pre-tax income related to the Company’s land development (“Land Development Income”). The total award amounts pursuant to the Agreements are payable to Mr. Dolson as follows:

· Neither of Mr. Dolson’s awards will be paid if a threshold level of Company Pre-Tax Income, Texas Controlled Builders Pre-Tax Income and Land Development Income for the performance period are not attained.

· If Company Pre-Tax Income for the performance period is at least a specified level (“threshold level of Company Pre-Tax Income”) but less than another specified level of Company Pre-Tax Income (the “target level of Company Pre-Tax Income”), Mr. Dolson will receive an amount equal to $68,750 under each Agreement, subject to the Committee’s exercise of negative discretion as permitted under the terms of the Plan and each Agreement. If Company Pre-Tax Income for the performance period is at least the target level of Company Pre-Tax Income, Mr. Dolson will receive an amount equal to $137,500 under each Agreement, subject to the Committee’s exercise of negative discretion as permitted under the terms of the Plan and each Agreement.

· If Texas Controlled Builders Pre-Tax Income for the performance period is at least a specified level (“threshold level of Texas Controlled Builders Pre-Tax Income”) but less than another specified level of Texas Controlled Builders Pre-Tax Income (the “target level of Texas Controlled Builders Pre-Tax Income”), Mr. Dolson will receive an amount equal to $137,500 under each Agreement, subject to the Committee’s exercise of negative discretion as permitted under the terms of the Plan and each Agreement. If Texas Controlled Builders Pre-Tax Income for the performance period is at least the target level of Texas Controlled Builders Pre-Tax Income, Mr. Dolson will receive an amount equal to $275,000 under each Agreement, subject to the Committee’s exercise of negative discretion as permitted under the terms of the Plan and each Agreement.

· If Land Development Income for the performance period is at least a specified level (“threshold level of Land Development Income”) but less than another specified level of Land Development Income (the “target level of Land Development Income”), Mr. Dolson will receive an amount equal to $68,750 under each Agreement, subject to the Committee’s exercise of negative discretion as permitted under the terms of the Plan and each Agreement. If Land Development Income for the performance period is at least the target level of Land Development Income, Mr. Dolson will receive an amount equal to $137,500 under each Agreement, subject to the Committee’s exercise of negative discretion as permitted under the terms of the Plan and each Agreement.

These goals were set at challenging levels that are reasonably attainable if the Company meets its performance objectives.

The preceding description of the Agreements is qualified in its entirety by reference to the full text of such Agreements, a form of which is attached hereto as Exhibit 10.1 and 10.2 and incorporated herein by reference.

Item 9.01          Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	Form of Other Stock-Based Award Award Agreement
10.2	Form of Performance Compensation Award Award Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GREEN BRICK PARTNERS, INC.
By:	/s/ Richard A. Costello
Name:	Richard A. Costello
Title:	Chief Financial Officer

Date:          April 3, 2018

EX-10.1

Exhibit 10.1

GREEN BRICK PARTNERS, INC.

2014 OMNIBUS EQUITY INCENTIVE PLAN

OTHER STOCK-BASED AWARD AWARD AGREEMENT

This Other Stock-Based Award Award Agreement (this “Agreement”), made as of [Insert Date], by and between Green Brick Partners, Inc., a Delaware corporation (the “Company”), and [Insert Participant’s Name] (the “Participant”), evidences the grant by the Company of an Other Stock-Based Award designated as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code to the Participant and the Participant’s acceptance of the Award in accordance with the provisions of the Company’s 2014 Omnibus Equity Incentive Plan (as it may be amended, the “Plan”).  Unless otherwise provided herein, all capitalized terms shall have the same meaning as set forth in the Plan.  The Company and the Participant agree as follows:

WHEREAS, [Insert Reference to Provision in Employment Agreement Regarding Annual Bonus Opportunity]; and

WHEREAS, the Committee has determined that [Insert Relevant Percentage] of the Annual Bonus opportunity for the [Insert Fiscal Year] fiscal year will be granted in the form of an Other Stock-Based Award under the Plan.

1.             Award.

(a)           Subject to the terms and conditions set forth in the Plan and this Agreement, the Company hereby grants to the Participant this Other Stock-Based Award which provides for the opportunity to be issued a number of shares of Common Stock as provided for herein.

(b)           This Other Stock-Based Award is designated as a Performance Compensation Award under Section 11 of the Plan.  The Performance Period with respect to this Other Stock-Based Award is [Insert Performance Period].

2.             Performance Criteria; Performance Goal; Performance Formula.

(a)           The Performance Criteria for purposes of this Other Stock-Based Award is [Insert Relevant Performance Goal(s)],which is a Performance Goal under clause [Insert Relevant Clause] of the definition of Performance Goal under the Plan.

(b)           The Performance Formula for purposes of this Other Stock-Based Award is as follows:

[Insert Relevant Performance Formula(e) and Payouts, including “Threshold Performance” and “Target Performance”]

3.             Certification/Negative Discretion.  Following the completion of the Performance Period, on the date that is two business days after the filing of the Company’s Annual Report on Form 10-K (“Form 10-K”) for the year ended [Insert Date] (such date, the “Certification Date”), the Committee shall review and certify in writing whether, and to what extent, the Performance Goals as set forth in Section 2 above for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of this Other Stock-Based Award (such amount, the “Bonus”) earned for the period based upon the Performance Formula.  The Committee shall then determine the amount actually payable under this Other Stock-Based Award for the Performance Period based on the Bonus and, in doing so, may apply Negative Discretion (such resulting aggregate amount, if any, the “Actual Bonus Amount”). In determining the Actual Bonus Amount, the Committee may reduce or eliminate the amount of the Bonus earned under the Performance Formula as set forth in Section 2 above through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate.  The Committee shall not have the discretion, except as otherwise provided for in the Plan, to (a) grant or provide payment in respect of the Other Stock-Based Award for the Performance Period if the Performance Goals as set forth in Section 2 above for the Performance Period have not been attained or (b) increase the Other Stock-Based Award above the applicable limitations set forth in Section 5 of the Plan.

4.             Issuance of Shares.  To the extent that the Committee determines that Threshold Performance or Target Performance has been attained in accordance with Section 2 above, subject to the Participant’s continued employment through and including the date of issuance of the shares of Common Stock, the Participant will be entitled to receive a number of whole shares of Common Stock equal to the Actual Bonus Amount, if any, divided by the Fair Market Value of a share of Common Stock on the Certification Date (the “Award Shares”). Any fractional shares of Common Stock will be rounded down to the nearest whole share.  The Award Shares to be issued to the Participant shall be issued within ten (10) business days following the filing of the Company’s [Insert Fiscal Year] Form 10-K.

5.             Compliance with Laws and Regulations.  The transfer of Common Stock, if any, shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Common Stock may be listed at the time of such transfer.

6.             Tax Withholding. The Company shall have the right, and is hereby authorized, to withhold the amount of any applicable withholding taxes in respect of this Other Stock-Based Award.  The Participant may satisfy such withholding (a) in cash or by check, (b) by having the Company withhold from the number of shares of Common Stock otherwise issuable pursuant to this Other Stock-Based Award a number of shares with a fair market value equal to such withholding liability or (c) by such other method as the Committee may permit in accordance with applicable law.

7.             Nontransferability.  Except as otherwise provided in the Plan, this Other Stock-Based Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

8.             Representations and Warranties of Participant.  The Participant represents and warrants to the Company that:

(a)           Agrees to Terms of the Plan.  The Participant has received a copy of the Plan and has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions.  The Participant acknowledges that there may be adverse tax consequences upon the grant of this Other Stock-Based Award or disposition of any shares of Common Stock issued hereunder and that the Participant should consult a tax adviser prior to such time.

(b)           Cooperation.  The Participant agrees to sign such additional documentation as may reasonably be required from time to time by the Company to effectuate the transfer of the Common Stock underlying this Other Stock-Based Award or as otherwise contemplated by this Agreement or the Plan.

9.             Governing Law; Modification.  This Agreement shall be governed by the laws of the State of Delaware without regard to the conflict of law principles.  The terms of this Agreement may not be modified or waived except in writing signed by both parties that expressly refers to the term being waived or modified.

10.           Plan.  The terms and provisions of the Plan are incorporated herein by this reference and the Participant hereby, acknowledges receiving the copy of the Plan.  Except as otherwise specifically provided herein, this Other Stock-Based Award shall be subject to all of the terms of the Plan. If the provisions of this Agreement conflict with the discretionary terms of the Plan, the Agreement shall govern and control.

11.           Counterparts/Facsimile.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  Facsimile copies or other reproduction of the parties’ signatures shall have the same force and effect as original signatures.

[Signature Page Next]

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above written.

GREEN BRICK PARTNERS, INC.
By:
	Name:
	Title:
PARTICIPANT
Name: [Insert Participant’s Name]

EX-10.2

Exhibit 10.2

GREEN BRICK PARTNERS, INC.

2014 OMNIBUS EQUITY INCENTIVE PLAN

PERFORMANCE COMPENSATION AWARD AWARD AGREEMENT

This Performance Compensation Award Award Agreement (this “Agreement”), made as of [Insert Date], by and between Green Brick Partners, Inc., a Delaware corporation (the “Company”), and [Insert Participant’s Name] (the “Participant”), evidences the grant by the Company of a cash bonus opportunity designated as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code to the Participant and the Participant’s acceptance of the Award in accordance with the provisions of the Company’s 2014 Omnibus Equity Incentive Plan (as it may be amended, the “Plan”).  Unless otherwise provided herein, all capitalized terms shall have the same meaning as set forth in the Plan.  The Company and the Participant agree as follows:

WHEREAS, [Insert Reference to Provision in Employment Agreement Regarding Annual Bonus Opportunity]; and

WHEREAS, the Committee has determined that [Insert Relevant Percentage] of the Annual Bonus opportunity for the [Insert Fiscal Year] fiscal year will be granted in the form of a Performance Compensation Award under the Plan.

1.             Award.

(a)            Subject to the terms and conditions set forth in the Plan and this Agreement, the Company hereby grants to the Participant this Performance Compensation Award which provides for the opportunity to receive an amount in cash as provided for herein.

(b)           This cash bonus opportunity is designated as a Performance Compensation Award under Section 11 of the Plan.  The Performance Period with respect to this Performance Compensation Award is [Insert Performance Period].

2.             Performance Criteria; Performance Goal; Performance Formula.

(a)           The Performance Criteria for purposes of this Performance Compensation Award is [Insert Relevant Performance Goal(s)], which is a Performance Goal under clause [Insert Relevant Clause] of the definition of Performance Goal under the Plan.

(b)           The Performance Formula for purposes of this Performance Compensation Award is as follows:

[Insert Relevant Performance Formula(e) and Payouts, including “Threshold Performance” and “Target Performance”]

3.             Certification/Negative Discretion.  Following the completion of the Performance Period, on the date that is two business days after the filing of the Company’s Annual Report on Form 10-K (“Form 10-K”) for the year ended [Insert Date] (such date, the “Certification Date”), the Committee shall review and certify in writing whether, and to what extent, the Performance Goals as set forth in Section 2 above for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of this Performance Compensation Award (such amount, the “Bonus”) earned for the period based upon the Performance Formula.  The Committee shall then determine the amount actually payable under this Performance Compensation Award for the Performance Period based on the Bonus and, in doing so, may apply Negative Discretion (such resulting aggregate amount, if any, the “Actual Bonus Amount”). In determining the Actual Bonus Amount, the Committee may reduce or eliminate the amount of the Bonus earned under the Performance Formula as set forth in Section 2 above through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate.  The Committee shall not have the discretion, except as otherwise provided for in the Plan, to (a) grant or provide payment in respect of the Performance Compensation Award for the Performance Period if the Performance Goals as set forth in Section 2 above for the Performance Period have not been attained or (b) increase the Performance Compensation Award above the applicable limitations set forth in Section 5 of the Plan.

4.            Payment of Award.  To the extent that the Committee determines that Threshold Performance or Target Performance has been attained in accordance with Section 2 above, subject to the Participant’s continued employment through and including the payment date, the Participant will be entitled to receive a lump sum cash payment equal to the Actual Bonus Amount.  The Actual Bonus Amount, if any, shall be paid within ten (10) business days following the filing of the Company’s [Insert Fiscal Year] Form 10-K.

5.             Tax Withholding. The Company shall have the right, and is hereby authorized, to withhold the amount of any applicable withholding taxes in respect of this Other Stock-Based Award.

6.             Nontransferability.  Except as otherwise provided in the Plan, this Performance Compensation Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

7.             Representations and Warranties of Participant.  The Participant represents and warrants to the Company that the Participant has received a copy of the Plan and has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions.

8.             Governing Law; Modification.  This Agreement shall be governed by the laws of the State of Delaware without regard to the conflict of law principles.  The terms of this Agreement may not be modified or waived except in writing signed by both parties that expressly refers to the term being waived or modified.

9.             Plan.  The terms and provisions of the Plan are incorporated herein by this reference and the Participant hereby, acknowledges receiving the copy of the Plan.  Except as otherwise specifically provided herein, this Performance Compensation Award shall be subject to all of the terms of the Plan. If the provisions of this Agreement conflict with the discretionary terms of the Plan, the Agreement shall govern and control.

10.           Counterparts/Facsimile.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  Facsimile copies or other reproduction of the parties’ signatures shall have the same force and effect as original signatures.

[Signature Page Next]

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above written.

GREEN BRICK PARTNERS, INC.
By:
	Name:
	Title:
PARTICIPANT
Name: [Insert Participant’s Name]